On January 31, 2012, we issued a press release announcing our results of operations for the fourth quarter and fiscal year ended December 31, 2011, including, among other things, an income statement for
those periods. In addition, on the same day we held a teleconference for analysts and media to discuss those results. The teleconference was web cast on our web site. The press release and related financial statements are attached to this Form 8-K
as Exhibit 99.1.

For the fourth quarter and fiscal year 2011, the press release attached as Exhibit 99.1 includes a non-GAAP
presentation of our results. We use non-GAAP financial measures, such as non-GAAP net income and earnings per share, that differ from financial statements reported in conformity to U.S. generally accepted accounting principles (GAAP). In
the press release attached as Exhibit 99.1, we used non-GAAP financial measures in comparing the financial results for the fourth quarter and fiscal year of 2011 with the same periods of 2010. Those measures include the following, adjusted to
exclude the effect of the items below (described in more detail in the press release attached as Exhibit 99.1): operating income, other income, income before taxes, income taxes, effective tax rate, net income, and earnings per share. The
adjustments consist of:



Restructuring charges related to severance costs from previously-announced strategic actions that the company is taking to reduce its cost structure
and global workforce in each quarter of both 2011 and 2010.



A special charge related to the withdrawal of Xigris in the fourth quarter of 2011.



In-process research and development charges associated with our diabetes collaboration with Boehringer Ingelheim in the first quarter of 2011.



In-process research and development charges associated with an in-licensing transaction with Acrux in the first quarter of 2010.

In addition, we quantified the impact of changes in foreign exchange rates on our results for the fourth quarters and full
years of 2011 and 2010 to the corresponding periods of 2010, as well as the impact of U.S. health care reform on our results for the fourth quarters and full years 2011 and 2010.

In the press release attached as Exhibit 99.1, we provided financial expectations for 2012, including earnings per share growth on a non-GAAP basis.

The items that we exclude when we provide adjusted results or adjusted expectations are typically highly variable, difficult to predict, and of a size
that could have a substantial impact on our reported operations for a period. We believe that these non-GAAP measures provide useful information to investors. Among other things, they may help investors evaluate our ongoing operations. They can
assist in making meaningful period-over-period comparisons and in identifying operating trends that would otherwise be masked or distorted by the items subject to the adjustments. Management uses these non-GAAP measures internally to evaluate the
performance of the business, including to allocate resources and to evaluate results relative to incentive compensation targets.

Investors
should consider these non-GAAP measures in addition to, not as a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. For the reasons described above for use of non-GAAP measures, our prospective
earnings guidance is subject to adjustment for certain future matters, similar to those identified above, as to which prospective quantification generally is not feasible.

2

The company has consulted with its external auditors on the proper accounting treatment for the termination
of its alliance with Amylin Pharmaceuticals in the fourth quarter of 2011. Given the complexity of this transaction, the company decided to proactively consult with the U.S. Securities and Exchange Commission (SEC) on its accounting treatment. While
the accounting treatment would not have any effect on the underlying cash flows or economics of the transaction, it is possible that this consultation could lead to material changes in Lillys 2011 reported results as well as to its 2012
guidance. Lilly is working with the SEC to conclude this review process prior to filing its next Form 10-K.

The information in this
Item 2.02 and the press release attached as Exhibit 99.1 are considered furnished to the Commission and are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01.

Financial Statements and Exhibits

Exhibit Number

Description

99.1

Press release dated January 31, 2012, together with related attachments

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ELI LILLY AND COMPANY

(Registrant)

By:

/s/ Arnold C. Hanish

Name:

Arnold C. Hanish

Title:

Vice President and

Chief Accounting Officer

Dated: January 31, 2012

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EXHIBIT INDEX

Exhibit Number

Exhibit

99.1

Press release dated January 31, 2012, together with related attachments.